EnBW Energie Baden-Württemberg AG / Key word(s): Capital Increase
14.06.2012 18:30
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT MAY NOT BE FORWARDED TO OR
DISTRIBUTED WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR
JAPAN.
Karlsruhe. The Board of Management of EnBW Energie Baden-Württemberg AG
(EnBW) concluded today its implementation of the announced capital increase
with the approval of the Supervisory Board.
Based on the authorised capital created at the annual general meeting on 25
April 2012, the share capital is to be increased by issuing up to
27,139,613 new ordinary bearer shares in return for cash contributions. The
new shares will entitle the holder to profit participation as of 1 January
2012.
The new shares are being offered exclusively to the shareholders of EnBW as
part of an indirect subscription right. A banking syndicate (DZ BANK AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt, Landesbank
Baden-Württemberg and UniCredit Bank AG as global coordinators and
accountants) will acquire the new shares with the obligation to offer them
to the shareholders of EnBW for subscription. The new shares are being
offered to the shareholders at a ratio of 9 to 1 at a subscription price of
EUR 30,90 per new share for subscription. As a result, the shareholders
will be able to acquire one new shares for every nine shares held in EnBW.
EnBW's majority shareholders, NECKARPRI Beteiligungsgesellschaft mbH and
OEW Energie-Beteiligungs GmbH, which each have a shareholding of some
46.55% in the company's share capital, have agreed to fully exercise their
subscription rights. This obligation of the two majority shareholders is
limited to a total of EUR 400 million each with regard to new shares.
Furthermore, Badische Energieaktionärs-Vereinigung,
Landeselektrizitätsverband Württemberg and Gemeindeelektrizitäts-verband
Schwarzwald-Donau have agreed to exercise the subscription rights from the
shares they each hold to a certain, in some cases significant, degree and
to purchase the corresponding number of new shares at the subscription
price. On the basis of the submitted subscription obligations, the company
expects gross issue proceeds of approximately EUR 820 million at least. The
company intends to use these issue proceeds primarily to strengthen its
credit rating and equity and therefore create sufficient financial headroom
for the planned expansion of renewable energies in particular as well as
local energy generation in order to play an active role in shaping the new
energy concept in Germany.
Provided the Bundesanstalt für Finanzdienstleistungsaufsicht (Federal
Financial Supervisory Authority) approves the securities prospectus, the
subscription period for the new shares will run from 19 June 2012 until 2
July 2012. The securities prospectus is anticipated to be made available as
of 15 June 2012 at the company's website (www.enbw.com). Subscription
rights not exercised within this period will expire and become worthless.
In connection with the offering of new shares, neither EnBW nor the members
of the banking syndicate will undertake to establish the trade of issued
subscription rights via a stock exchange.
It is planned to admit the new shares as well as the 142,819,183 shares
with the security identification number 522002 (ISIN: DE0005220024) held by
existing shareholders for trading on the regulated markets of the Frankfurt
(General Standard) and Stuttgart securities exchange. These shares will
most likely be included in the existing listing on 6 July 2012.
This notice does not constitute an offer to purchase securities nor a
solicitation of an offer to purchase securities in the United States of
America, Australia, Canada, Japan or in other jurisdictions in which such
an offer is subject to legal restrictions. The securities referred to in
this notice may not be sold or offered for purchase in the United States of
America without prior registration under the provisions of the US
Securities Act of 1933 in the latest amended version (US Securities Act) or
unless exempted from prior registration. Subject to certain exceptions, the
securities referred to in this announcement may not be sold or offered for
purchase in Australia, Canada or Japan, nor may they be sold or offered for
purchase on behalf of any resident of Australia, Canada or Japan. The offer
and sale of the securities referred to herein has not been and will not be
registered under the US Securities Act or under the applicable securities
laws of Australia, Canada or Japan. No public offering of securities will
be made in the United States of America.
This notice does not constitute a securities prospectus. Interested
investors should base their investment decision regarding the securities
mentioned in this announcement solely on the information from a securities
prospectus published by EnBW in connection with the offer of these
securities.
14.06.2012 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: EnBW Energie Baden-Württemberg AG
Durlacher Allee 93
76131 Karlsruhe
Germany
Phone: +49 (0)7 21 63-00
Fax:
E-mail: info@enbw.com
Internet: www.enbw.com
ISIN: DE0005220008, DE000522024
WKN: 522000, 522002
Listed: Regulierter Markt in Frankfurt (General Standard), Stuttgart;
Freiverkehr in Berlin, München
End of Announcement DGAP News-Service
---------------------------------------------------------------------------
DGAP-Adhoc: EnBW Energie Baden-Württemberg AG: EnBW concludes capital increase
| Source: EQS Group AG